BURLEY WOOD MANAGEMENT COMPANY LIMITED

A non profit making company limited by shares.
Registered in England and Wales,
No: 2833830

Registered Office: 42 Geffers Ride,
Burleywood Ascot, Berks SL5 7JZ

BOARD OF DIRECTORS:

  • DAVID DOWDESWELL (33) – CHAIRMAN
  • NIGEL SMITH (42) – SECRETARY
  • TERRY SINGLETON (2) – ROADS & PATHS
  • NICK PALMER (25) – FINANCE
  • CAMPBELL GILMOUR (63) – LANDSCAPE & COMMON AREAS
  • CHRISTINE LESTER (17) – COMMUNITY AFFAIRS

BWMC is a legally constituted and registered company. It was set up as a necessary precursor to the purchase of individual property freeholds, since all properties (including the roads and common areas) were originally leasehold. BWMC currently has 76 shareholders, who all own the freehold of their properties. Each freehold owner is required to be a shareholder. Four properties remain leasehold, and under the company’s rules, the owners must become shareholders if and when they purchase their freehold.

BWMC owns assets on behalf of its shareholders. These are:

  • the freehold title to the roads and common areas on the estate
  • money in the bank

The purpose of BWMC is to manage these assets on behalf of its shareholders. The company is managed on behalf of the shareholders by directors elected from its members. The Memorandum and Articles of Association require a minimum of 2 and a maximum of 6 directors. The directors may co-opt professionals to provide services – BUT these cannot be directors. No company can function without directors, who have legal responsibility for the good governance of the company, and a fiduciary duty to their shareholders. If there are no directors, the members would then have to consider Members Voluntary Liquidation after the retiring directors have prepared a statutory declaration of solvency. All debts are then paid off, and the cash assets distributed to the shareholders.

What then happens to the roads and common areas, which are then ownerless??
Clearly there will be no maintenance or landscaping other than by private initiative, and maybe the ownership reverts to the Crown? Is this what we would want??

Appointing a managing agent does not solve the problem.
The agent cannot be a director of the company, and someone has to instruct the agent, manage the company bank accounts etcetera. Since the company effectively has to remain in existence then whoever takes on this role becomes, de facto, a director.